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4 Dec 2002Haldanes4 1.1 “Artiste’s Services” “The sole and exclusive services of the Artiste as an audio and audio-visual recording artiste throughout the Territory during the Term ….. includ[ing] …. the preparation, rehearsal, performance, arranging, designing, choreography and recording.”

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4 Dec 2002Haldanes5 [Artiste shall not ] “(a)during the term of this Agreement render any musical performance including but not limited to signing and/or instrumental performance whatsoever; and (b) for the period of 8 (eight) years immediately following the expiration of the Term or any extension thereof perform any work recorded by the [Recording Company]under this Agreement; whereby such performance might be recorded in a form in any configuration which may be offered or transmitted to the public.

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4 Dec 2002Haldanes6 Nothing herein contained shall prevent the Artiste from performing for the purposes of radio or television provided always that recordings of such performances shall not be offered to the public otherwise than as Normal Broadcast Transmissions.”  no live recordings  “recorded” not “released”  no pay per view, VOD

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4 Dec 2002Haldanes7 1.2 “Term” “4 (four) years or 4 (four) months after fulfillment of the Product Requirement whichever period is the longer.”

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4 Dec 2002Haldanes8 “Product Requirement” “(a)5 (five) Albums of which 4 (four) will be in the Mandarin language and 1 (one) may at the agreement of the parties, be in the English, Japanese or Mandarin languages. (b) up to 7 (seven) Music Videos as required by the Company for each Album referred to in (a) above.”

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4 Dec 2002Haldanes9 “Album” Any Record derived entirely from Master Tapes comprising no less than 12 (twelve) Tracks which shall not include a Compilation. “Artiste [shall] ….. repeat any such performances as the Company shall require for the purpose of producing in the opinion of the Company, Master Tapes Music Videos and Records of the desired artistic, technical and commercial quality.”

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4 Dec 2002Haldanes12 2. Obligations on Record Company 2.1 Recording obligation  Normally expressed to be within a period of time after last album 2.2 Release Commitment  “release” / “commercially release”  territories  reversion of rights territorially / ability to terminate contract

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4 Dec 2002Haldanes13 3. Grant of Rights 3.1“ ….. All the copyright in the product of the Artiste’s Services ….. and the sole and exclusive right to use and exploit the same in any manner the Record Company may see fit by any and all means in any media whether now known or hereafter invented or devised throughout the Universe including all renewals reversions or extensions”.  “catch all”  varying copyright terms

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4 Dec 2002Haldanes “Artiste [agrees] not to assert ….. moral rights”  right to be identified as the author of a work  right to object to derogatory treatment of work  right to prevent false attribution

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4 Dec 2002Haldanes Artiste’s Name “right to use the current or future name, professional name, trade name, trade mark and/or logo of the Artiste ….. for the full period of copyright in the Master Tapes Music Videos and Live Recordings for the purpose of exploiting the Company’s rights under this Agreement.”

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4 Dec 2002Haldanes17 “the Artiste shall [not], without Company’s prior written consent, promote, advertise, endorse or otherwise use the Artiste’s name professional name, likeness or logo in connection with the sale, distribution, advertisement of any products, entitles, or medium involved in, or capable of reproducing or transmitting sound, now or hereafter known, including, without limitation, blank tapes …..

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4 Dec 2002Haldanes18 telephony and/or any and all transmissions via the Internet or any other computer assisted network or medium, whether or not a temporary or permanent copy is made during the transmission and all sound file formats, MS Audio, Real Audio, MPEG and wave and downloadable as well as streaming performances whether for financial remuneration, promotional consideration or otherwise.”

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4 Dec 2002Haldanes19 “the Artiste shall not without the written permission of the Company change their professional names in whole or in part of any nature of any person and shall not be obscene, blasphemous or defamatory of any person.”

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4 Dec 2002Haldanes Legal Action “[Record Company] shall have the sole and exclusive right to initiate and maintain any and all actions or proceedings which the [Record Company] in its sole discretion deems necessary in order to establish, maintain or preserve any of the Company’s rights [and] ….. to join the Artiste as a plaintiff or defendant in any such action and

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4 Dec 2002Haldanes21 the Artiste shall [waive] any right, title or interest in any money recovered by the Company in respect of such actions or proceedings. The Artiste agrees to fully co- operate with the Company in any such actions or proceedings, at the expense of the [Record Company].

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4 Dec 2002Haldanes22  in name of artist  controlled by Record Company  proceeds  costs / indemnity

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4 Dec 2002Haldanes “On line” right  register site with URL’s bearing Artiste’s name  control the site  linking rights

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4 Dec 2002Haldanes Royalties (i) What are they?  % of sales on exploitation of master recordings (ii) What are they paid on?  “Records”

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4 Dec 2002Haldanes29 “Records” Recordings whether embodying sound alone or sound coupled with visual images derived from the Master Tapes, Live Recordings and Music Videos and/or other performances of the Artiste recorded under the terms of this Agreement distributed in any configuration whatever whether now or hereafter known including, without limitation, a gramophone record, magnetic tape, compact disc, mini-disc, video compact disc (“VCD”), digital versatile disc (“DVD”), any computer assisted media (CD- ROM, CD-I and similar disc systems) and any other contrivance or appliance for bearing or used for emitting sounds and/or visual images and Direct Transmissions.

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4 Dec 2002Haldanes30 “Direct Transmission” Electronic or radio transmissions including, without limitation, telephone, satellite, cable, direct transmissions, downloading and streaming or any similar or successor form of transmission or through the Internet or any computer assisted network or medium which is similar to or is a successor to the Internet, digital jukeboxes, pay-per- play TV and radio broadcasts, radio-on-demand, television-on-demand, music-on-demand or any precedent interactive networked an/or on-line delivery of audio and audio-visual recordings or any radio or TV broadcast over subscription channels and any other such methods now or hereafter known.

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4 Dec 2002Haldanes34 How are they calculated?  “Net Sales” All Records sold by the [Record Company] less:- (a)returns credits and exchanges of any nature including reserves for the same as shall be determined by the Company in its entire discretion;  “returns”  “reserves” (b)records used for demonstration, advertising or promotional purposes;

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4 Dec 2002Haldanes35 (c) records given away or furnished to distributors or dealers on a no charge basis;  why “free goods” are necessary and what are they? (d) sold at a close out price, namely at less than 30% (thirty percent) of the wholesale price.  “scrap”

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4 Dec 2002Haldanes36 “Royalty Base Price” 90% (ninety per cent) of the actual invoice price charged by the Company from time to time in that country.  essentially wholesale price PPD  90% why?  retail price?

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4 Dec 2002Haldanes47 6. Suspension and Termination 6.1 Suspension  breach  ”the Artiste shall have been prevented from performing the Artiste’s Services by injury illness mental or physical disability or otherwise or shall in the opinion of the Company be incapable of performing the Artiste’s Services for a period of 3 (three) months after the date required whether as a result of injury illness mental or physical disability or otherwise.”

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4 Dec 2002Haldanes Termination  Record Company retains all rights  In event of termination for breach, artiste only receives royalties to date of termination.